After Thunderwing goes ape on the ground forces, Whirl, together with Springer and Sandstorm, attack him from the sky.

When the Decepticons arrive as assistance, and Optimus Prime brings in the Centurion Drones, it seems they might have a small chance, but then Thunderwing changes into some sort of Ultra mode. Eventually, Thunderwing runs out of Ultra Energon, and he is taken down.